Symmetry Medical Permitted to Terminate Waiting Period for OEM Solutions Sale

Warsaw, Ind.-based Symmetry Medical Inc., which makes surgical instruments, orthopedic implants, and sterilization cases and trays, has been granted early termination of the waiting period by the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Act for its agreement to sell its OEM Solutions business to Tecomet Inc. As part of this sale, Symmetry Medical’s shareholders will receive ownership in a new public company that will spin out at the closing and hold the Symmetry Surgical business.

Tecomet, which is owned by Genstar Capital, is a contract manufacturing, engineering and metal fabrication technology company based in Wilmington, Mass. Under terms of the agreement, Symmetry Medical will transfer its Symmetry Surgical business to its shareholders, immediately followed by the acquisition of the remaining OEM Solutions business by Tecomet for $450 million in cash, or $7.50 per share after fees and elimination of outstanding debt. Symmetry Surgical will become a newly traded public company, with Symmetry Medical shareholders of record receiving one share in the public company for every four shares of Symmetry Medical stock.

When the sale was announced last month, Symmetry President and CEO Thomas J. Sullivan said, “We are excited to reach this agreement with Tecomet, which will recognize the value of the OEM Solutions business and enhance the growth potential of Symmetry Surgical. It also provides liquidity for our shareholders along with the upside potential of Symmetry Surgical as a well-positioned, standalone company focused on the large global market for surgical instruments.”

The closing of the transaction is also subject to other customary closing conditions, including the effectiveness of Symmetry’s Registration Statement on Form S-4, which was initially filed with the Securities and Exchange Commission on September 5, 2014, registration and listing of Symmetry Surgical’s common stock, and final approval by the company’s shareholders. Subject to the satisfaction of these other conditions, the transaction is expected to close by the end of this year.

Symmetry Medical does not intend to provide regular updates on its progress regarding this transaction, but will announce completion of the transaction and will make such other disclosures as required by applicable law.